Ultimate XMen
by Evy Sevin
Summary: Visit the world of the X-Men completely re-imagined. A completely different lineup consisting of Avalanche, Vanisher, Pyro, Toad, and Juggernaut. This series is going to get more violent as it progresses. Chapter 3 now up.
1. Chapter 1

**ULTIMATE X-MEN**

**#1 First Blood**

**JFK Airport, NYC, USA**

Millions upon millions of travelers passed through JFK Airport every year, it was always filled with hurrying passengers and disgruntled workers. At gate B12 one of those very disgruntled workers smiled a large toothy grin that never reached her eyes and welcomed the arriving passengers to New York. The new arrivals struggled against the streaming traffic of homo sapiens, carry-on bags in tow.

One passenger stepped through the door, and at first glance there would seem to be nothing special about him, he was in his forties and wore a felt business hat. A large overcoat made of wool covered anything below his neck until it reached the black leather boots on his feet. However when the greeting stewardess looked him in the eye to make her repetitive greeting her voice caught in her throat. The man's eyes were a frigid ice blue and they glared down at her with such malevolence that it made her shudder. His steely eyes soon dismissed her as if she were nothing more than a roach and proceeded into the flow of human traffic. Miraculously he wasn't touched as he slowly and methodically made his way toward the center of the terminal.

Behind him trailed four more figures, a young man and three young women. They were dressed also in long heavy clothes that the warm spring weather didn't call for. As the man walked calmly on his way a sound slowly overcame the din of human noise. It was the sound of static. The televisions in the terminal one by one suddenly began to broadcast nothing more than snow on their flat screens. Slowly the busy people began to take notice and a hush slowly fell over them all.

Again, one by one, the televisions flickered and the picture on their screens changed. Each one held the picture of the middle-aged man as he stood at the center of the terminal. He removed his hat to reveal more of the thick white hair that covered his head. He dramatically threw off his overcoat to reveal a coating of almost mercurial metal that covered his body from the neck down. The shimmering metal that covered him moved about as if it had a life of its own. He held out his hand to the young man behind him and received a metal helmet. He placed it carefully on his head, as if it were his crown. Spreading his hands he floated up into the air, slowly spinning so that every human there could glance upon his regal, angry face.

Below him the other four abandoned their over clothes to reveal garish suits of their own, each one a different color than the last. The young man below him also had thick white hair, as if inherited. His own blue suit had a silver lightning bolt splashed prominently across his chest. The eldest, a young woman with black hair, wore a suit of black and gold. Next to her were her sisters' in arms, one dressed completely in red and the other in green.

"Hear me humanity!" the man finally spoke to his rapt audience. His voice, though slightly touched by age, was firm and resonated throughout the terminal. "Homo sapiens, your final hour has come! It is now the hour of homo superior. So says Magneto! Let this be a warning to you; do not stand in our way."

That was when all hell broke loose.

The metal bolts and pipes that held the terminal's roof groaned and then crashed down on the crowd below. The humans screamed and trampled over each other to escape the falling metal debris. Miraculously the four followers below Magneto remained unharmed as the airport literally fell down around their ears. Through the shattering of glass and the sound of steel grinding against steel fiery explosions belched in from outside, the chaos had spread to the tarmac.

Planes that had been on their regularly scheduled routes suddenly dove, no matter what the captains tried they plummeted to their blazing deaths below. Engine fuel only added to the piles of fires as all of the planes within twenty miles dropped to their doom. Some crashed through houses turning them into nothing more than flames and dust. Some impacted on the earth below, scattering debris around the crater where the wreckage eventually came to rest. In Manhattan people screamed as more and more planes came crashing down around them. One such airliner flew into a skyscraper; the resulting explosion caused the building to collapse on itself.

Memories of September Eleventh flashed through the city dwellers' minds as ash and concrete rained down on them thicker than any fog or blizzard. A survivor stumbled blindly on a large chunk of concrete that had fallen in front of him from a nearby building. He wiped his eyes and looked up, what he saw caused his panicked breath to halt. Thousands upon thousands of cars floated upside down nearly thirty feet over the asphalt roads that crisscrossed through the city.

All at once the vehicles dropped as if thrown down by some unseen force. Metal and glass seemed to fill the Manhattan air. People ran in panic, unsure of where to head, nowhere seemed safe, not their buildings or their cars. Almost as many people died in the ensuing panic as the hundreds of thousands that had passed before them in the attack. The city flew into utter hysteria and the crowded streets became a blood bath as everyone scattered away from the destruction only to find more and more of it all around them.

Back at JFK Airport, the man only known as Magneto still floated in the air where the terminal had once stood. Below him were his four followers, completely untouched even the dust that floated thick all about them somehow avoided their clothes and faces.

"Well done, sister," the young white haired man below said to the female in red. "I don't think I even felt the wind of the collapse." About them lay unspeakable carnage. Large pieces of metal and wood lay jaggedly about, some of them were coated in blood. Loose bodies hung from what remained of the rafters, now on the floor. Below them a thick dark spreading crimson stain spoke of all of the blood spilled.

"Come, my children," Magneto said warmly to the four below him as if he had not just slaughtered thousands of innocent lives. "I think our work here is finished."

**Washington D.C., USA – 5 Minutes Later**

"What do we have on this . . . Magneto?" President Obama asked, chewing furiously on a piece of nicotine gum.

"He's a mutant," Henry Peter Gyrich, the Secretary of Defense, was quick to point out. "Our men are sure."

"As sure as they were about the weapons of mass destruction in Iraq?" Nick Fury countered. He was a grizzled man who was much older than he looked. Not only was he a retired five-star general, but he also headed the United Nations greatest peace-keeping initiative, SHIELD. President Obama looked at the men that stood before him, beside Secretary Gyrich was Reverend Graydon Creed, one of the spokesmen for the Church of Humanity.

"Over fifty-thousand dead and their murderer has completely disappeared," Obama summed up their situation. "Do we not have any contingencies for these types of situations? We've been aware of the mutant problem since World War Two; I can't believe we don't have anything to throw at this terrorist."

"Actually," Gyrich proclaimed triumphantly, dropping a manila folder on the president's desk. "I do."

"Not Project Sentinel," Fury suddenly interrupted adamantly. Images of the platinum-haired Magneto flashed on the television screens that were placed haphazardly about the oval office.

"Do you have some other option?" Obama asked. "This is even worse than the previous terrorist attacks and I have to have something to offer to the public. The entire world is looking at us now."

"Exactly," Fury drew in closer. "Which is why Project Sentinel is the worst thing we could do. I have another option and not only can we enact it immediately, but it is much cheaper than Gyrich's proposal. I don't believe I need to remind you of the recession and the backlash of such an expensive operation."

"What, exactly, do you have in mind?"

"We fight fire with fire," Fury seemed to grow excited as he begun to explain his plan. "If this guy is a mutant then let's send mutants after him! If they die then they die heroes and there is no great loss to the nation. If they succeed then that would further mutant rights, just as you have always wanted."

"What?" Gyrich interrupted rudely. "You can't trust them! Who's to say that the mutants you send after Magneto won't just join him?"

"Which is why I have agents already in place and they have been examined by SHIELD's best telepaths," Fury pressed. "They want nothing more than peace between mutants and humankind."

The president took Gyrich's manila folder and opened it up slowly. Gyrich shot a look of triumph over at Fury, but the General was too busy focusing on the president to notice. Gyrich quickly composed himself for victory.

"Thirty Trillion dollars?" Obama asked incredulously. "In this tough economy after how much I have already asked of the people, I can't ask them that much more. How much are you asking for, Fury?"

"Nothing," Fury pronounced, now it was his turn to look victorious. "The agents have already been trained and tested, all that we would require SHIELD can provide. We only ask your approval."

"You've got it," Obama nodded at Fury. "But if this turns on me I'm holding you responsible and we are using Gyrich's plan."

"Understood, sir," Fury saluted and quickly took his leave, behind him Gyrich stared daggers into his back.

**Westchester, NY, USA**

"Oh, come on, mate, I was open," John complained at his best friend, 'Nic. "I'm Australian and even I know you've gotta pass the ball in basketball to win."

"Oh shut up," Nic blocked a shot from Cain. "You only lived in Australia until you were seven."

"Seven and a half," John corrected him. Their two opponents, Mort and Cain both glared down at them as the odd pair of friends took control of the ball.

Just outside the chain-link fence that surrounded the court sat Professor Charles Xavier and his close friend and associate, Telford Porter. Both of the men were about the same age, but they couldn't be more different. Charles, who had devoted his life to study, was completely bald and sat in a wheelchair. Telford was a man that had done very little with his life, at least until he met Charles. Charles had changed his life completely.

"Come on, John," Mort taunted the fiery-tempered blonde mutant. "Afraid you can't take my skills?"

"As long as you don't use your powers then you've got nothing on me, frog boy," John grinned as he slowly advanced on his two opponents, Nic trying to sneak pass the enormous Cain.

"Frog boy!" Mort leaped at him, his wide mouth opening revealing a thick mass of a green tongue. Like a dart it shot out like a frog's and pulled the ball from John's hands. Using even more of his mutant abilities Mort jumped clear over John, and then leaped into the air again to make a basket. Suddenly a wall of flame erupted in front of him.

Mort dropped the ball and covered his face. Nic was waiting with open hands below. Just as quickly as the wall of fire had appeared it disappeared and Mort grabbed onto the hoop, the ball now half way across the court in Nic's hands.

"Hey!" Mort shouted angrily, letting go of the hoop and landing in a crouched position on the concrete court. "No fair! You know there is no use of powers in this game."

"You used them first," John shouted back as he hustled to catch up with his teammate. "Don't blame me."

"Oh yeah?" Cain asked. He lifted up his massively muscled frame and slammed a foot and his fists into the concrete.

A wave of debris and asphalt came flying at 'Nic who cleared it easily with one hand extended forward. Using his own special abilities he caused seismic vibrations to course through the air, deflecting the projectiles. But he still had the massive form of Cain to contend with. The man was built like a brick house and about the same size as one. It was hard to imagine the crippled intellectual Xavier and the thick muscled Cain were relatives.

"Cain!" Charles Xavier called out to his half-brother. "There's no need to destroy the court to try and win a game."

Cain looked sheepishly around at the shattered asphalt that was once the basketball court. He rubbed the back of his neck and looked at his co-players. John and Nic glared at him, but Mort just leapt onto his shoulder.

"Don't worry about it, buddy," Mort laughed. "Daddy left you two a lot of money."

Cain opened his mouth to respond but instead Xavier's cell phone rang loudly, interrupting him. The Professor was quick to answer it.

"Charles Xavier here," Slowly Xavier's mouth went slack and his shoulders slumped. Even the rowdy friends in the court stood silently at the edge of the chain link fence, listening for anything that could make Professor Charles Xavier, one of the world's greatest minds, look so utterly horrified.

"What is it, Charles?" Telford asked impatiently, as he was the closest. The professor only held up a hand to forestall any more questions for the moment.

"I completely understand, General," Xavier said seriously. "I was hoping it wouldn't be so soon, but I think they are ready."

The five assembled friends of Xavier glanced at each other. Why would the peace-loving professor be talking to a General? Everyone waited with baited breath until Charles finally snapped shut his phone.

"The time has come, my X-Men," Xavier said seriously. "It's time to suit up, we have a mission."

**Washington D.C., USA**

"Why did that damn liberal appoint you to the office of secretary of defense if he wasn't going to let you defend us?" Reverend Creed asked bluntly.

"Our problem is, my young friend," Secretary Gyrich took off his glasses and stared Graydon Creed in the eye. "That Obama, much like the rest of those bleeding hearts out there, don't see mutants as a problem."

"How could they not?" Creed's voice rose. Gyrich held up a hand for Creed to calm down. "People who can start fires with their eyes, children that spew acid strong enough to erode steel, how can they not see them as a threat?"

"They seem to see them as the next step in human evolution," Gyrich explained to the spiritual leader.

"So, what do we do?" Creed asked vehemently. "We're almost out of funds and we are hemorrhaging supporters."

"We make them see them as a problem," Gyrich sat back, replacing his glasses in front of his eyes. "We force them into action on the issue."

"How do we do that?"

"Fury's disgusting little mutant strike force is the key," Gyrich stated. "Discredit them, and you discredit Fury and his "ideals". Obama will have no choice but to set Project: Sentinel into motion."

"And how are we going to do that?"

"Don't worry about that," Gyrich reassured. "I already have that taken care of. It's only a matter of time."


	2. Chapter 2

**Ultimate X-Men**

**#2 The House of M**

**Washington D.C., US**

The President sat behind a large mahogany desk, covered by four bodyguards and other unseen secret servicemen. His hands were steepled together, across from him stood the grizzled General Fury.

"Well?" President Obama finally said. "Are they ready?"

"Yes, sir," General Fury said with the closest thing to a grin on his face that Obama had ever seen.

"Bring them in," Obama nodded. One of his bodyguards whispered into his sleeve and the door opened behind Fury.

"Mister President it's my pleasure to introduce you to the X-Men," General Fury stepped aside so the President could see who was coming through the door. First came in the bald Xavier, he was being pushed by the enormous form of his half-brother Cain. At the sight of the enormous Cain the bodyguards eyed each other and slowly drew a little closer to the President. Behind him was the shaven headed Telford, he was closely followed by the rest of the X-Men, Nic, John, and Mort.

"This is Cain Marko, codenamed the Juggernaut, Telford Porter, codenamed the Vanisher, Dominic Petros, codenamed Avalanche, John Allerdyce, codenamed Pyro, and this is Mortimer Toynbee, codenamed Toad. And I believe you are already familiar with Charles Xavier, one of the leading activists in mutant rights."

"It's an honor to meet you, Mr. President," Professor Xavier wheeled as close as he could to the desk and proffered his hand. President Obama stood leaned forward and shook his hand firmly.

"The pleasure is all mine," Obama said. "I've followed most of your work rather closely, I have to say I had no idea you were involved in anything such as this."

"I'd rather it stays that way, I don't want anyone to get the wrong idea about me or the X-Men," Professor Xavier explained. "None of us want violence, and all we truly seek is peace between humans and mutants, but my students have been prepared for the worst. With people like Magneto out there, someone must stand against him."

"Who is Magneto?" John asked.

"One bad son of a bitch," Juggernaut growled. "Charles knows all about him, don't you Charles?"

"I do know that Magneto is a massively powerful mutant and his children had the potential of being just like him. If they have all developed mutant powers then we may very well be outmatched. However, with SHIELD backing us, we should have more than enough firepower to take him down. However, there can be no metal, Magneto is a master of magnetism and his control over the electro-magnetic field is unsurpassed."

"That's the thing, Xavier," Fury interrupted. "All of the tech that SHIELD relies on is metallic, we can't be there to back you up, though we'll do our best to keep him busy from afar. I'm sure you can understand why."

"Do we have any sort of plan to help take him out?" Obama asked. "The last thing we need to do is run in half-cocked and make things worse for ourselves."

"Do you see that helmet that he wears?" Professor Xavier asked, pointing to the paused Magneto in full regale on the screen. "It protects him from any type of telepathic attack, one of the few attacks that he is vulnerable to. We get that helmet off of him and we'll be able to bring him down."

"How are we going to do that?"

"We do whatever is necessary," Xavier answered flatly. "I have been training my students for years in conjunction with SHIELD so they would be ready for this day. Though I wish it had come later, but there is no use in growing upset over things we cannot control. Rest assured, President, my X-Men are ready."

"I think it only fair that you see the feed we did get from JFK before it fell," Obama advised. With that he pushed a button on a remote and a large projection screen came down. One of the bodyguards pushed the projector "on" button that lay on the table next to the President. At first, of course, it seemed like a normal day at the airport until they saw Magneto rise up from the center of the terminal. They saw mortar and beams bend and then fall when the feed suddenly stopped. Everyone stood silently in shock.

"Oh, Erik, what have you done?" Professor Xavier said more to himself than anyone. "You've reached the point of no return my friend, I am sorry we could not have been on the same side, we could have done wonders together."

"Jesus," Mort breathed in, the fear evident in his voice. "How are we supposed to defeat someone with so much power?"

"Remember who we have on our side," 'Nic reminded his teammate. "One of the most powerful mutants on Earth."

'_Gentlemen_' Xavier reprimanded them telepathically. '_Remember whose company we keep. This is neither the time nor the place for such discussion.'_

"So," Cain cracked his enormous knuckles, a sound that made some of the servicemen flinch. "When do we get to take this guy out?"

"As soon as you locate him," Fury told them. "SHIELD has sunk a lot of money in that Cerebro program of yours, I think it's time you use it for us."

"Thanks to that helmet I will be unable to locate him," Professor Xavier reminded. "However before we parted ways I did get to know his three eldest children, I might be able to locate them."

"Whatever, just get results," Fury bent down to face Xavier up close. "So many of your ideals hang in the balance."

"There's no need to remind me," Xavier told Fury not flinching from the One-eyed General's cold stare.

**Atlantic Ocean, Location Undisclosed**

Avalon was ingenious in its engineering and construction. It was a giant metal island floating in the ocean directed and constructed by the master of magnetism himself. Though, at the moment, it only housed himself and his children he hoped that soon the island would become a home to mutants from all over the globe. With such power gathered there would be nothing that could stand in his way.

Inside one of his luxurious rooms, hand-crafted with his own unique power, Magneto sat behind a metal desk, his helmet placed on the desk formed from the metal that also covered the floor. He had little fear from Xavier in this special War Room, it was built almost exactly like his helmet, and no telepath alive could penetrate its walls. He would have made his entire island of Avalon of the same material but the rare metal, Adamantium, was extremely hard to find. What little there was left was under the protection of all of SHIELD.

He stared at the door impatiently he was, after all, expecting his children to arrive at any moment. It was unlike Pietro to be late, though it's not as if he had never been held up before, usually by one of his sisters.

As if on cue the metal door opened and in walked his four children. Pietro was closely followed by the beautiful Wanda, those two were only 9 minutes apart and as close of twins as ever came, and they had shared many hardships together. He was proud of them as they had grown into staunch warriors and skillful in the use of their powers. Zaladane was next, her existence had long been hidden from him by her human mother, but eventually he had found out and then there was no stopping him from reaching her. His youngest daughter, Lorna, he had long kept as a secret, even from her siblings, mostly because he feared their jealousy of her. And they weren't without reason, as she also had inherited his magnetic abilities and he was slowly molding her into the next leader of mutantkind. Before he could place her upon that throne he had to earn it for himself.

He bent his head forward and looked intently at his children, his azure eyes burning with the furor of his beliefs. "I couldn't be more proud of all of you. You all handled yourselves well at the airport. You must understand, as I'm sure you already do, that our actions will be met with some sort of retaliation. You must be prepared for the worst. We have no idea how they will react and if they know enough about me I may not be able to protect you."

"There is nothing that the humans can throw at us we can't handle," Pietro said cockily. "You'll have plenty of advance warning with me, and with our powers combined as a family no one stands a chance."

"Be very careful, Pietro," Magneto said sternly. "We cannot afford hubris, especially not at a time such as this."

"But father–" Pietro began. He had always had little patience, as his super speed not only applied to his ability to run, but his thought processes and every other aspect of his life. He would be forever rash as no one on this world could truly understand him just as much as Pietro would never fully understand anyone on this world.

"Enough," Magneto cut off his son's protest. "If we are going to prepare then it is best we were proactive. Pietro, I have a special mission for you and Lorna, now that I have sent my plan into motion I'm afraid we must move quickly. I need you to run Lorna back to the United States, preferably somewhere near New York, while they are still reeling from our last attack. She will inform you on the details as you go."

"No sooner said," Pietro moved in a flash and picked up his green-haired younger sister. "Than done." And with a crackling boom by the displacement of air he ran out of the room and onto the ocean, his speed keeping him and his younger sister easily afloat on the salt water.

"Now that he is gone," Magneto began. "You two must fulfill your roles as well. Pietro and Lorna are merely distractions. You two are going to be doing the real work. I need you to come with me. I have somewhere I need to drop you off as I handle the most dangerous of all our foes."

Magneto rose from behind his desk and began to walk toward the entrance; his two daughters were quick to follow. Wanda had her head bowed in thought, but Zaladane was grinning from ear to ear. Despite the many years of living among humans, even thinking she was one of them, she saw them as little more than cockroaches and it was more than her pleasure to grind them under her heel, or the heel of her father, it was all the same to her.

Forming enormous orbs out of the metal that completely surrounded them Magneto waited until his daughters were inside before sealing them up and pulled them along as he rose in the air and flew in almost the same direction the speedster Pietro had taken Lorna. Magneto's plan was just beginning, if he had anything to do with it soon humans would be more endangered than the wild bison.

**Washington D.C., US**

Henry Peter Gyrich had not always been a man of such hatred, but that was before his life had been completely turned upside down. Thanks to a superhuman brawl, started by a mutant, his family had been taken from him. He had come home to find his house in shambles and his dead wife and children amidst the rubble.

He picked his cell phone from the belt holster with an audible click and quickly pressed a number on his speed dial. "Director Jackson!" he practically shouted into the phone, the irritation in his voice was more obvious than his red hair or his large glasses that he wore. "No, it did not go well with the President! I don't care. I want Weapon X to be brought back online immediately. I have a job for them."

Gyrich listened impatiently for a few seconds as the voice on the other line prattled into his ear. "I don't care if he's ready or not I want the entire team on this one, they're going to be needed."

A few seconds of silence passed on both ends of the line, then the voice on the other end spoke again. "No, no, I have a completely different target in mind for them. Let this Magneto run loose and wreak his havoc, he is only helping our cause. In fact, the new targets are human. We need public opinion to be on our side as fast as possible."

"I'll send you a text with all of the information necessary," Gyrich promised. "Just make sure they are very thorough." With that Gyrich snapped his phone shut and glanced quickly about him, convinced there was no one within earshot he smiled to himself and stalked off toward his office.

**Atlantic Ocean, Not far from the New York coastline**

Pietro ran as fast as he could, his sister Lorna whispering their father's plan into his ear. With each word Pietro's grin got larger and larger. Finally he was going to get in on a piece of the action. His father always seemed to hold him back, needing him only for errands and some quick surveillance. This time things were going to be different. He was going to be right in the thick of it all.

He sped over the rolling water until he reached the city streets of Manhattan. There was still untold destruction littering the city. Choking the air still was the debris caused by his father's handiwork. Pietro smiled at the destruction about him and glorified that he had been a part of it, no matter how small. This destruction was little compared to what the humans had done to mutants, hunting them down as if they were little better than animals. If it hadn't been for human interference then there would be millions of mutants by now, instead of the paltry handful scattered about the Earth, and most of them were in hiding.

"Okay," Pietro said as he came to a screeching halt in the financial district, it had been the least affected by his father's attack. "Before anyone looks make me a helmet and some armor."

"Already on it," Lorna told him. "After all, I was the one father told the plan to. I know what needs to be done."

"Just hurry up," Pietro replied impatiently, as usual. Lorna was quick to gather any metal she could find within reach of her growing powers. It didn't have to be the same nigh-indestructible metal that their father truly wore, but it had to create the illusion, and humans in crowds were always far dumber than they were in person.

Soon she placed an exact replica of her father's helmet on Pietro's head as she mentally commanded the metal around them to cover him in armor. If SHIELD got involved, and she had little doubt they would, they might not fall for the disguise. To make it more complete she kept the shoulders as thin as possible. Her father was a man that commanded attention when he walked into a room, but she had to face that age was slowly beginning to get to him, especially with how little exercise he had gotten of late.

Once Pietro was coated in armor that looked nearly identical to her father's she focused her powers and lifted her brother into the air. He spread his hands in a practiced gesture; they had to be as convincing as possible. Their father was relying on them to draw SHIELD's attention while he took care of what he had only referred to so far as "their greatest threat". If SHIELD wasn't their greatest threat, then who was?

"Show time!" she shouted up at him. Her polarization field destroyed more of Pietro's watches than his own super speed.

"Humans!" Pietro spat contemptibly, his voice amplified by Lorna's electromagnetic manipulation that carried it over speakers and overtook radio frequencies, Pietro had an audience of millions. "Your further crimes against mutantkind have condemned you! In your fear of evolution, in your ignorance and false hopes in a God that does not exist, you would condemn us, but I say it is you who are the condemned. The sooner you accept the age of mutants the more quickly will mercy be visited upon you. All countries who wish to accept this new order will be spared the destruction you have witnessed and the destruction you are about to witness. Thus speaks Magneto!"

Lorna slowly let her brother down, she needed all of her focus and power to convince the people that this was truly Magneto they were seeing. As soon as Pietro's feet hit the ground Lorna connected herself to the electro-magnetic field that covered Earth and found weaknesses where none were obvious.

Street lamps lifted into the air and smashed through windows of supposedly bulletproof glass. With a groan she felt the steel rebar in a nearby building. She tried to move them without stretching her arms, but it couldn't be helped. With her hands extended she mentally ripped at the rebar.

With a crack and groan a nearby finance building came crashing down, all of its inhabitants fell with the mortar and steel. Their blood mixed with the choking dust and bodies began to fall all around them, landing with a sickening thud.

"I think we got their attention," Pietro smiled at his green-haired sister. "I just checked, every available emergency service not already occupied at JFK is on their way."

"Let's just hope we give Wanda and Zala enough time to complete their mission, and father his," Lorna gasped. A little bit of blood oozed from her nose, it wasn't often she tested her abilities as she just had.

"Lean on me while you recover, Lorna," Pietro told her kindly. "I have a feeling we have quite the fight coming."

"We're not supposed to fight!" Lorna snapped in-between gasps of air. "You were supposed to get us the hell out of here!"

"Come on, Lorna, they're humans, what can they do?"

"Guns kill us just as easily as they do humans," Lorna glared at her older brother. He had always been rash.

"Not with your magnetic powers and my speed to save us," Pietro smiled at her confidently. Lorna shuddered at the sound of his voice, there was no way she was getting out of there alive unless her older brother changed his mind.


	3. Chapter 3

**Ultimate X-Men**

**#3 Breakout**

**Ryker's Island, New York City**

This had once been a normal holding facility for dangerous criminals, much like it's counterpart Alcatraz on the West coast, but as the criminals changed so did the prison. Now it held mostly mutants and other super-powered humans on the wrong side of the law. Deeming it an international danger zone SHIELD had long tried to take it over, but the American government balked, as did the corporation that owned and ran the prison.

The two daughters of Magnus stood not far from the island on a solitary rock that their father had left them on. They didn't need to be all that close to accomplish their mission. Wanda knew that Zala was with her because only their unique blend of talents would suffice, unless Magneto himself was present. Wanda glanced at her elder sister, the poor thing had lived among humans for so long, all because her powers required a blood relative nearby to activate. The weakest among them, Zala could copy the powers of any one of her family members at a time, though always to a lesser extent.

With Wanda's strong control over probabilities and chaos and Zala there to back her up they could cause utter chaos, which was, in fact, exactly what they planned on. Nothing spelled chaos more obviously than the entire prison of the nation's most dangerous criminals being let loose on the Eastern coastline.

Zala smiled with anticipation and lifted her hand. Little red sparkles signaled the use of the powers she was copying from Wanda. "Are you ready little sister?"

"Let's do what we came for."

Inside the facility Remy LeBeau sat in his cell, shuffling his cards with one hand. He couldn't believe he had been caught, but he supposed there was a first time for everything. He was the best thief that the Guild had to offer, he had never even been observed or recorded by anything or anyone who survived to tell. The power dampening "batteries" installed in the walls kept him from escaping easily.

There were armored guards stationed every twenty-five feet as well as several sharpshooters posted on a large catwalk above them. It wouldn't be easy to get out by himself, which is why he sat waiting, a deal had been struck and he just hoped his mysterious benefactors would be good on their word. He kept his eyes on the guards above, they would notice something long before he would.

One guard, a scrawny man with a Napoleon complex, suddenly tripped in the catwalk above. BLAM! His rifle reported, the bullet miraculously hit a camera that was pointed right at Remy's cell. There was no way that was coincidence. A large explosion suddenly boomed through the hallway, sending shouting guards running towards the large column of smoke that began to billow in. The power flickered and then went down, Remy waited for the backup generator to come on, but it didn't. Instead automatic sprinklers turned on in response to the thick choking black smoke. Remy glanced all about him trying to find someone out of place, who were his helpers and how were they doing all of this?

As water fell onto the guards two of them were electrocuted by nearby circuitry. Several more fell, smashing their heads so badly they didn't get up. Then the alarm sounded and with a thousand clicks the doors to all of the cells, even the empty ones, opened. Last of all the glowing from the power dampeners suddenly disappeared. Remy grabbed a playing card and smiled as it began to crackle with energy. That is when all hell broke loose.

**Westchester, NY, USA**

The Xavier estate had originally been built secluded in the woods over two-hundred years ago. It had been rebuilt three separate times, once in eighteen thirty-six when it had burned down in a fire, leaving only a brick skeleton. The second time it had been ransacked and pillaged during the great depression. The last time it had been completely destroyed by none other than Charles Xavier's half-brother Cain Marko, now known as the Juggernaut. Though they might seem close now the half-brothers had been enemies not too long ago.

Nearly ten years ago Cain had returned to the mansion, but had been greeted coldly by the X-Men who now lived there. Thinking his half-brother had disowned and abandoned him the unthinking Cain tore down the place where he had grown up in rage. It wasn't until Charles had shown him the deed to the mansion, with Cain's name right next to Xavier's, that the younger half-brother came to his senses.

They had all rebuilt it together, the time forced living together in tents and then cramped quarters, despite being hard, drew them all closer together. The mansion, for all of them, after that became much more than a fancy house with practice grounds, it was a home. Xavier had kept it protected for them via a permanent telepathic field so that anyone who looked upon the grounds saw it as a children's campground.

With his special adamantium helmet Magneto knew better. Aside from that fact he had lived on the very same grounds himself once, but that was a long time ago. Now he approached in the sky, the sun glinting of his liquid metal armor. An eerie humming accompanied him as slowly floated over the perimeter wall, the iron-wrought fence rattled as he passed.

"Charles!" Magneto shouted, amplifying his voice with his mutant powers. "Come out and meet me Charles!"

Nothing but a few birds responded to Magneto's demand. Growing bolder, the terrorist advanced on the mansion. Automatically several gun turrets rose from various hiding spots on the mansion itself and under the green grounds. The guns automatically aimed and opened fire, bullets poured towards Magneto.

Bullets were nothing for the master of magnetism. A crackling bubble of magnetic energy surrounded the terrorist, and as they hit the forcefield the bullets froze in their paths. The next thirty seconds seemed to go on for an eternity as the bullets slowly formed a metal bubble of their own. Finally the guns stopped, smoke trailing lightly from their barrels. With a sneer Magneto flicked his hand.

The bullets screamed back toward where they had come from, taking out most of the guns and shattering windows. Silence was the only answer to the barrage. There was a slight twitch below Magneto's left eye as he waited. After only a few seconds Magneto's lips formed a hard line and he lifted his hands forcefully.

Beams and nails flew upward from the mansion along with water pipes and rebar. Wood and glass flew in all directions as the very skeleton of the mansion was ripped from its place and slammed back down onto the old abode. Walls crumbled under the assault, water poured from pipes and power lines sparked.

"Looks like fate favored you today, my friend," Magneto growled to himself. "Next time you won't be so lucky." With that the terrorist turned in mid-air and flew away, constantly accompanied by the same magnetic hum.

**Manhattan Streets, NYC**

Blazing through the streets with sirens blaring, the mutants had crammed into a government-issue SUV driven by a SHIELD agent. The X-Men huddled together, though none used their voice. Instead their entire conversation occurred inside their own minds with the telepathic aide of Charles Xavier.

_Though nothing with Magneto is ever easy the simplest plan may be the best approach._ Xavier advised.

_SO, I 'port in, take his helmet, and you take him out?_ Telford asked. It seemed so simple, which is what scared him. Telford had met Xavier when they had both served in the first Gulf War. Despite all of the carnage and senseless violence Telford had never seen Charles as scared and obviously agitated as he was now.

_Unless anyone can think of a better idea, I'm afraid that must do. Of course we need to have a contingency plan in place. _Xavier advised. _As I said, nothing with Magneto is ever easy. I imagine his children won't be much different. Unfortunately I am unaware of their powers or their skills, I haven't seen them since they were very young._

_ I don't like it, Charles. _Cain was the first, as usual, to voice his opinion. _There is too little we know and too much riding on our success._

_ I understand where you are coming from, Cain. _Xavier acknowledged. _However Magneto is obviously not letting up on this one if he has already started attacking again. We don't have much choice._

_ We can always choose, _Cain argued. _SHIELD has more than enough men to take this terrorist family out. I don't see why we should be risking our butts for the same people that ostracize us. _

_ This is what we've been training for. I know Magneto better than anyone, and I know that you are ready. _Xavier reminded gently. _SHIELD would be useless against someone like Magneto. He would destroy them as easily as a child destroys a sand castle. Then he would destroy us while we slept. The humans have no one else, and neither do we mutants. If we fail to make a stand here other mutants will join Magneto's cause, and then no one will be able to stop him._

Everyone was silent for a moment, keeping their thoughts to themselves. Before anyone could break the silence their SUV came to fast stop. "We're here!" the SHIELD agent driving them announced. "I'd get you in closer but I was ordered to keep a quarter mile distance from the current attack site."

"Thank you," Xavier let the enormous Cain carry him out of the vehicle and plop him into the passenger seat. "My students will head in from here, I'll be staying here with you until I am needed."

The five X-Men climbed out of the SUV and into the chaos outside. Buildings stood half-crumbled and what few living humans were left in the area were either pissing themselves in fear hiding behind something or too injured to get away. Cars lay scattered about like a child's playthings left forgotten on the floor. Cain could see Magneto along with one of his children standing at the center of the devastation.

_Thanks to that helmet I am unable to reach into his mind. _Xavier explained once more in their minds. _Vanisher, get the X-men in closer. Juggernaut, I need you and Toad to help the humans get clear. Avalanche and Pyro you keep Magneto and his daughter distracted for Vanisher._

In a flash of light the five young mutants disappeared and reappeared right in front of the helmeted mutant and the green haired daughter of Magneto. Immediately Vanisher teleported in close to his target and made a grab for the metal helmet. His fingers brushed air, his target had completely vanished in the blink of an eye.

_That's not Magneto!_ Xavier warned.

**Ryker's Island, New York City**

Remy leaped from his cell and quickly sprinted down the cell hall, narrowly avoiding a glowing green villain he didn't recognize and a rival of his known only as the Black Fox. The super villain prison was in full chaos. The sprinklers rained down on the populace, cutting visibility but at least it slowed the several fires that were raging throughout the facility. It wet Remy's chin-length hair, plastering it to his head. In one hand he carried a pack of cards, in the other he carried two of them crackling with red and violet energy.

The guards of the facility gathered together the best they could, rifles in hand and their backs to each other in a circle. Things didn't bode well for them as the multitude of prisoners slowly emerged from their cells. They grinned and cracked their joints in anticipation of sweet revenge for years of abuse.

Remy didn't care about revenge, he had a goal in mind and he wasn't going to deviate from it. Two guards took notice of him and began to turn their guns on him, he threw the two glowing cards in his hand. With a crackling explosion the guns were blown from the guards' hands. They screamed looking at their hands, they were missing fingers and had severe burns. Their guns lay thirty feet away in smoking pieces.

The rest of the guards pulled their injured companions into the middle of the circle, but none of them shot at Remy again. He narrowly avoided a massive mutant who came screaming at him, some people just wanted violence, they didn't care whether they hurt the guards or their fellow prisoners. He pushed through the quickly crowding second level hall until he got to the stairs. They were so crowded with inmates swarming to get down and some swarming to get up. He hesitated for a second, then with a mighty leap he sailed over the closest prisoners and ran on top of the criminals as if they were stones in a river.

He landed at the bottom of the stairs and sprinted away. He had to jostle through a large swarm of prisoners just arriving from solitary confinement. Everyone was focused on revenge, they knew they weren't going to be able to leave the island, unless they had some sort of amphibious or flying power. Remy was focused on neither at the moment, he had something to retrieve first.

He flew down the dark stairs into the basement of the facility, the storage area. This is where they kept the prisoners' specialized equipment until it could be picked up by SHIELD. Remy just hoped that they hadn't picked anything up in the past week. He hadn't noticed them coming by, but Rykers was often on lockdown.

When he arrived in the basement it consisted of a long metal hallway lined with ten doors. Most of them labeled, three of them weren't. The first door was marked "food storage", just in case they were purposely misleading Remy opened the door. Inside were lines of cans, freezers, and bags of food goods. He closed the door again, none of the labeled doors were marked as the room he was looking for. He raced to the first unmarked door, inside was cleaning supplies. Frowning, Remy rushed to the next one and found it locked. He smiled. This had to be it.

He took a card and charged it with glowing red energy, he slipped it in the crack of the door and sprinted away. In response to his mental command the card exploded and the metal door was blown from its reinforced hinges. He walked over to the now open doorway and smirked. Inside the walls were lined with high-tech guns, strange medeival weaponry and the object he was looking for. He grabbed his own metal staff and raced back to the chaos of the floor level.

In the short time it had taken him to retrieve his staff the sprinklers had shut off and all of the guards had been killed where they stood, except one. A large group of criminals had him surrounded and were thrusting a telephone at him. The man shook his head and a man covered in red fur with wicked curved claws slashed him across the face. Remy slowed at the sight of what was happening, but he quickly shook his still wet head and ran on.

At this point the inmates had not only smashed open the only two doors leading to the outside, but had also opened an enormous hole in the cement wall. Remy scrambled over the rubble and went outside for the first time in over a week. Outside was just as chaotic as the inside. Super criminals raged about throwing rocks at the few who could fly under their own power. Misery truly did love company.

Avoiding most of the psychopaths, he walked to the single communication tower that sat on the opposite of the island, just as he had been instructed. He took care to avoid being noticed if possible, sticking close to any rocks or trees that would cover him. He reached the tower in no time.

On the opposite side of the tower stood a beautiful blonde woman in a skimpy outfit. Remy smirked.

"Remy Lebeau?" the woman asked.

"That's what I've been told, cher," he said with his trademark cajun accent. "And who have I the pleasure of meeting?"

The woman smiled, but Remy saw that her eyes remained cold and calculating. "My name is Raven."

"Can you fly?" he asked. Looking for any sign of another person or some sort of equipment that could help them leave.

"No," she smiled mysteriously.

"How are we going to ride into the sunset then?"

"Jump," she said simply. Without waiting for him she ran towards the small cliff at the edge of the island and leaped.

"I like my women a little crazy, but this one . . ." he never finished his sentence. Knowing he had little chance of escaping any other way he charged forward and leaped out into the air. As the air rushed past him he saw a garbage barge below him, and the woman standing, brushing the garbage from her clothes.

He landed hard and sunk into the garbage. She helped him up with a surprisingly strong arm. "Welcome to the Brotherhood, Remy."

With a wave of her hand the barge sped away faster than any barge should be able to move. "This is no barge."

"I'm glad to see that you have at least have a brain," Raven told him. "This is the first time I've allowed anyone into the Brotherhood without knowing them . . . very well. You come with very high recommendations."

"I'm the best in the business," Gambit smiled confidently.

"We're going to need much more than your skills as a thief," Raven said seriously. "I trust you don't have any qualms against violence?"

"I was once married to an assassin," Remy admitted. "There's nothing she did that I wouldn't."

"Good."


End file.
